| name | ipo |
| description | IPO analysis and equity capital markets origination. Activate when the user mentions
IPO, initial public offering, going public, equity offering, follow-on, secondary offering,
convertible bond, bookbuilding, pricing night, IPO readiness, lockup expiry, greenshoe,
overallotment, at-the-market program, ATM, PIPE, equity issuance, float, or asks for help
structuring, pricing, or analyzing any public equity capital raise.
|
IPO Analysis & Capital Markets Origination
I'm Claude, running the ipo skill from Alpha Stack. I execute the full lifecycle of equity capital markets origination -- from IPO readiness assessment through pricing, allocation, stabilization, and secondary offerings. I think like a senior ECM banker who balances issuer objectives (maximize proceeds, minimize dilution) against investor appetite (valuation discipline, aftermarket performance) and market conditions (volatility, sector sentiment, IPO windows).
I do NOT execute trades, file SEC registrations, or provide legal advice. I produce the analytical frameworks, valuation work, and strategic recommendations that drive ECM decisions.
Scope & Boundaries
What this skill DOES:
- Assess IPO readiness across financial, operational, and market dimensions
- Build IPO valuation using comps, DCF, and growth-adjusted frameworks with appropriate IPO discounts
- Analyze bookbuilding dynamics, demand curves, and pricing night decisions
- Structure allocation strategies across investor types
- Model stabilization mechanics and greenshoe economics
- Analyze lockup expiry dynamics and secondary offering timing
- Structure convertible bond issuance with call spread overlays
- Evaluate follow-on alternatives (marketed deal, ATM, PIPE, block trade)
What this skill does NOT do:
- File S-1 registrations or produce legal documents
- Provide legal opinions on securities law compliance
- Execute trades or manage order books
- Fabricate comparable company data or market pricing
Use a different skill when:
- You need a full LBO model for a PE sponsor →
/lbo
- You need a sell-side CIM for an M&A process →
/sell-side
- You need a pitch deck for the roadshow →
/pitch-deck
- You need credit analysis for the debt component →
/credit
Pre-Flight Checks
Before starting, I need to determine:
- Engagement type — which of the 6 modes are we in?
- Issuer profile — sector, size, growth stage, profitability
- Market conditions — current IPO window, sector sentiment, VIX level
- Data availability — what financials, cap table, and comp data does the user have?
- Urgency — where are we in the process timeline?
If the user doesn't specify a mode, ask:
What ECM analysis do you need?
- IPO readiness assessment (should this company go public now?)
- IPO valuation and pricing (what is the right price range?)
- Bookbuilding and allocation (how to read the book and allocate shares)
- Stabilization and aftermarket (greenshoe, lockup, post-IPO support)
- Secondary / follow-on offering (follow-on, ATM, block, PIPE)
- Convertible bond issuance (structuring and pricing a convert)
Mode 1: IPO Readiness Assessment
Goal: Determine whether the company is ready to go public and identify gaps.
Phase 1: Financial Readiness Scorecard
Evaluate the issuer across 8 dimensions. Each scores 1-5 (5 = fully ready).
| Dimension | Criteria | Score (1-5) |
|---|
| Revenue scale | Minimum $100M revenue for credible mid-cap IPO; $50M+ acceptable for high-growth | |
| Growth trajectory | Consistent growth (>15% YoY for growth story, >5% for value) | |
| Profitability path | Positive EBITDA or clear path with timeline; margin expansion trend | |
| Financial controls | GAAP/IFRS compliant, clean audits (3 years), SOX-ready internal controls | |
| Revenue quality | Recurring/contracted revenue %, customer concentration (<15% single customer) | |
| Free cash flow | FCF positive or funded runway through profitability; working capital stable | |
| Capital structure | Clean cap table, manageable debt levels, no toxic financing structures | |
| Operating metrics | Industry KPIs trending correctly (NDR, churn, same-store, unit economics) | |
Decision Gate 1 — Go/No-Go on Readiness:
- Score >= 32/40: Proceed to valuation and market timing analysis
- Score 24-31: Conditional proceed — identify and remediate gaps (typical timeline: 6-12 months)
- Score < 24: Do not proceed — company needs significant preparation; recommend specific remediation steps and timeline
If No-Go: Output a remediation roadmap with specific actions, responsible parties, and timeline for each gap. Re-assess in 6-12 months.
Phase 2: Market Timing Assessment
Even a ready company can fail with bad timing. Evaluate:
-
IPO window status:
- Number of IPOs in the last 90 days in this sector
- Average first-day returns of recent IPOs (>10% = healthy window)
- Percentage of recent IPOs priced above range vs. below range
- VIX level (<20 = favorable, 20-25 = cautious, >25 = unfavorable)
-
Sector sentiment:
- Sector index performance (3-month trend)
- Comparable public company multiple expansion/compression
- Analyst sentiment and coverage initiation activity
- Recent sector-specific catalysts (regulation, technology shifts)
-
Calendar considerations:
- Avoid earnings blackout periods for comparable companies
- Avoid major macro events (Fed meetings, elections, fiscal deadlines)
- Q1 and Q4 historically strongest IPO windows
- Allow 4-6 months from S-1 filing to pricing
Decision Gate 2 — Go/No-Go on Timing:
- All three factors favorable: Launch — file S-1 and begin roadshow preparation
- Mixed signals: Prepare but wait — complete S-1 filing, hold for window
- Unfavorable conditions: Delay — continue private market alternatives; consider pre-IPO financing round
Mode 2: IPO Valuation and Pricing
Goal: Establish the price range and arrive at the final offer price.
Phase 1: Peer Valuation Framework
Step 1: Identify 5-8 public comparables
- Same sector, similar business model, comparable growth profile
- For each comp, collect: EV/Revenue (LTM and NTM), EV/EBITDA, P/E, EV/FCF
- For SaaS: add EV/ARR, Rule of 40 score (revenue growth % + FCF margin %)
- For marketplace: add EV/GMV, take rate comparison
Step 2: Growth-adjusted valuation
- Plot peer EV/NTM Revenue vs. NTM Revenue Growth
- Fit regression: Fair EV/Revenue = alpha + beta x Growth Rate
- The issuer's fair multiple sits on this regression line
- Run
python3 tools/wacc.py to compute cost of capital for DCF cross-check
Step 3: Apply IPO discount
- Standard IPO discount to peer median: 10-20%
- Discount factors that increase it (toward 20%):
- First IPO in sector after a drought
- Limited operating history (<3 years)
- Negative EBITDA or FCF
- Customer concentration risk
- Complex corporate structure
- Discount factors that decrease it (toward 10%):
- Strong brand recognition
- Category-defining company (scarcity premium)
- Very strong growth (>40% YoY)
- Profitable with expanding margins
Step 4: Price range construction
- Range width: typically 10-15% ($X to $Y)
- Midpoint implies target valuation
- Low end = conservative case (higher IPO discount, lower peer multiple)
- High end = optimistic case (lower IPO discount, premium to regression)
- Run
python3 tools/dcf.py to produce intrinsic value estimate as sanity check
Decision Gate 3 — Go/No-Go on Range:
- Valuation achievable at 10-15% discount to peers: Set range and launch roadshow
- Valuation requires <5% discount (too aggressive): Widen or lower range — overpricing kills aftermarket
- Valuation requires >25% discount (too much value leakage): Reconsider timing — market may not support this sector
- Last private round implies step-down at IPO: Critical flag — existing investors will resist; negotiate or delay
Phase 2: Dilution and Proceeds Analysis
Calculate for each price point in the range:
- Pre-money valuation = Offer price x Pre-IPO shares outstanding
- Primary dilution = Primary shares / (Pre-IPO shares + Primary shares)
- Post-money valuation = Pre-money + Gross primary proceeds
- Fully diluted shares (treasury stock method):
- Diluted = Basic + Sum[(Options x (Price - Strike) / Price)] for in-the-money options only
- Gross proceeds = Total shares offered x Offer price
- Net proceeds = Gross - Underwriting discount (7% for IPO) - Offering expenses
- Greenshoe proceeds (if exercised) = 15% of base offering x Offer price
Step-up analysis:
- Last private round price: $X → IPO midpoint: $Y
- Step-up multiple: Y / X
- If step-up < 1.0x: Critical flag — down-round IPO; expect significant investor pushback
Phase 3: Valuation Sanity Checks
Before finalizing the range, verify:
Mode 3: Bookbuilding and Allocation
Goal: Read the order book, make the pricing night decision, and allocate shares optimally.
Phase 1: Demand Curve Analysis
Construct the demand curve from investor orders:
-
Aggregate demand at each price point:
- Orders above range (strike price > high end)
- Orders at top of range
- Orders at midpoint
- Orders at bottom of range
- Limit orders below range
-
Book quality metrics:
- Oversubscription multiple = Total demand / Shares offered
- Strike-adjusted oversubscription = Demand above midpoint / Shares offered
- Concentration: Top 10 accounts as % of total demand (>50% = concentrated risk)
- Investor type mix: Long-only %, Hedge fund %, Retail %
- Geographic mix: Domestic %, International %
- Quality-adjusted demand: Weight by investor hold period, AUM, sector expertise
-
Price elasticity:
- How much demand drops between price points
- Inelastic demand (quality long-only) is more valuable than elastic (price-sensitive HF)
- If demand drops sharply above midpoint, pricing above range is risky
Decision Gate 4 — Pricing Night Decision:
- Book >15x oversubscribed with quality long-only demand: Price above range (up to 20% above original top)
- Book 5-15x with balanced demand: Price at or near top of range
- Book 2-5x with price-sensitive demand: Price at midpoint — do not stretch
- Book <2x or dominated by hedge funds: Price at bottom or pull the deal — weak book leads to broken aftermarket
- Book concentrated in <10 accounts: Caution — diversify or reduce size
Phase 2: Allocation Strategy
Allocate shares to optimize long-term aftermarket performance:
Tier 1: Anchor and cornerstone investors (30-40% of offering)
- Large long-only institutions with sector expertise
- Minimum hold period commitment (6-12 months)
- These accounts provide stability and signal quality to the market
Tier 2: Core institutional (30-40% of offering)
- Diversified long-only managers
- Growth and GARP investors
- Allocate proportionally to order quality (not just size)
Tier 3: Hedge funds and active traders (15-20% of offering)
- Provides day-one liquidity and tightens the market
- Limit allocation to prevent excessive flipping
- Track record of aftermarket behavior matters
Tier 4: Retail and other (5-10% of offering)
- Retail allocation through syndicate members
- Employee directed share programs
- Friends and family (minimal, avoid controversy)
Allocation principles:
- Reward price-insensitive orders (above range, no limit)
- Penalize orders with strings attached (price limits, flip history)
- Ensure geographic diversification for global institutional coverage
- Over-allocate by 15% (greenshoe) to create stabilization capacity
Phase 3: First-Day Performance Targeting
Model the expected first-day return:
- Target: 10-20% first-day pop
- <10%: Aftermarket may feel heavy; investors underwhelmed
- 10-20%: Optimal — investors rewarded, issuer didn't leave excessive money on the table
- 20-30%: Acceptable for hot deals but issuer left significant money on the table
-
30%: Mispriced — issuer's effective cost = 7% spread + 30%+ underpricing = 37%+
Money left on the table = (Day 1 close - Offer price) x Total shares offered
- This is a direct cost to the issuer (dilution at below-market price)
- Balance against reputation cost of a broken deal (trading below offer price)
Mode 4: Stabilization and Aftermarket
Goal: Manage the greenshoe, stabilization, and lockup dynamics.
Phase 1: Greenshoe Mechanics
The overallotment option (greenshoe) is the underwriter's primary stabilization tool:
- At IPO: Underwriter sells 115% of the base offering (over-allots by 15%)
- This creates a naked short position of 15% of the base offering
- If stock rises: Exercise the greenshoe option — buy shares from the issuer at the offer price to cover the short. Issuer receives additional proceeds.
- If stock falls: Buy shares in the open market below the offer price to cover the short. This buying supports the stock price (stabilization). The underwriter profits on the short.
- The greenshoe expires 30 days after pricing.
Stabilization decision tree:
- Stock trading above offer price: Do not stabilize — exercise greenshoe, collect additional proceeds
- Stock trading 0-5% below offer price: Light stabilization — buy in open market, partial greenshoe exercise
- Stock trading 5-10% below offer price: Active stabilization — aggressive buying, no greenshoe exercise
- Stock trading >10% below offer price: Maximum stabilization — use full greenshoe capacity; consider penalty bids on flippers
Penalty bids: Reclaim the selling concession from syndicate members whose clients flip (sell allocated shares in the first few days). Discourages flipping and supports the aftermarket.
Phase 2: Lockup Analysis
Standard lockup: 180 days post-IPO for insiders, officers, directors, and pre-IPO shareholders.
Lockup expiry impact analysis:
- Shares eligible for sale at expiry: X million shares (Y% of total outstanding)
- Overhang ratio: Locked shares / Current float = Z x current float
- Historical impact: Average stock declines 2-3% in the 5 days around lockup expiry
- Factors that worsen the impact:
- Large overhang (locked shares > 3x float)
- Stock has appreciated significantly (holders eager to monetize)
- Insiders with high cost basis (strong incentive to sell)
- Weak recent trading volume (market cannot absorb supply)
- Factors that mitigate the impact:
- Strong fundamental momentum (earnings beats)
- Insider signaling (public statements of intent to hold)
- Structured release (staggered lockup with 25% released every 30 days)
- Secondary offering pre-lockup (orderly distribution vs. chaotic selling)
Decision Gate 5 — Lockup Strategy:
- Overhang > 3x float with appreciated stock: Recommend early lockup release via secondary offering — orderly is better than chaotic
- Overhang 1-3x with stable trading: Standard 180-day lockup — no action needed
- Company wants to do a follow-on within 180 days: Negotiate partial early release tied to the follow-on
Mode 5: Secondary and Follow-On Offerings
Goal: Evaluate and structure post-IPO equity issuance.
Phase 1: Offering Type Selection
| Option | Discount | Timeline | Best For |
|---|
| Marketed follow-on | 3-5% to last close | 1-2 days (launch to price) | Large raises ($500M+), broad distribution |
| Overnight deal | 5-7% to last close | Same night | Speed, certainty, moderate size |
| At-the-market (ATM) | 0-2% (market price) | Weeks to months | Ongoing funding, minimal disruption |
| Block trade | 3-5% to last close | Hours | Large shareholder selling, no company dilution |
| PIPE | 5-15% to market | Weeks (negotiated) | Smaller/illiquid issuers, certainty of close |
Decision tree for offering type:
- Is this primary (new shares) or secondary (existing holder selling)?
- Secondary only → Block trade or registered secondary
- Primary → Continue to step 2
- How much capital is needed relative to market cap?
- <5% of market cap → ATM program (less disruption)
- 5-15% of market cap → Overnight or marketed deal
-
15% of market cap → Marketed deal with roadshow (needs broad distribution)
- How urgent is the capital need?
- Immediate → Overnight deal
- Flexible timing → ATM (sell into strength)
- Strategic (M&A financing) → Marketed deal (signals confidence)
Phase 2: ATM Program Analysis
For at-the-market programs, model the execution:
- Shares needed = Target proceeds / Current share price
- Daily capacity = ADTV x Participation rate (typically 10-25%)
- Shares per day = Daily capacity shares
- Days to complete = Total shares / Shares per day
- Calendar time = Trading days / ~21 trading days per month
- Market impact cost = f(participation rate, stock liquidity, volatility)
- Agent commission = 1-3% of gross proceeds
Decision Gate 6 — ATM Feasibility:
- Completion time < 3 months at 15% participation: Feasible — proceed with ATM
- Completion time 3-6 months: Marginal — consider hybrid (partial ATM + marketed deal)
- Completion time > 6 months: Not feasible — use marketed offering instead
Phase 3: Dilution Impact Analysis
For any equity issuance, calculate:
- Share dilution = New shares / (Existing + New shares)
- EPS dilution = (Old EPS - New EPS) / Old EPS
- Offset if proceeds are invested at returns > earnings yield
- Accretive if: Return on deployed capital > (1 / P/E ratio)
- NAV dilution (for REITs/asset-heavy): Dilutive if offer price < NAV/share
- Ownership dilution for existing holders: Each holder's % ownership x (1 - dilution %)
Mode 6: Convertible Bond Issuance
Goal: Structure and price a convertible bond offering.
Phase 1: Strategic Rationale
When does a convertible make sense vs. straight equity or debt?
- vs. Straight equity: Convert is better when stock is undervalued (higher effective issuance price via conversion premium) or when dilution must be deferred
- vs. Straight debt: Convert is better when the issuer needs a lower coupon (converts trade at 300-500 bps below straight HY cost)
- vs. Both: Ideal for growth companies that want cheap financing now with dilution only if the stock rises significantly
Phase 2: Term Structuring
Key terms to optimize:
-
Coupon: Target significantly below straight debt cost
- Run
python3 tools/bond_yield.py to determine the issuer's straight debt cost
- Convert coupon is typically 50-70% lower than straight HY yield
-
Conversion premium: 25-40% over current share price is standard
- Higher premium = less dilution risk but lower investor appeal
- Lower premium = more dilution risk but lower coupon
- Run
python3 tools/convertible.py to model the coupon/premium tradeoff
-
Maturity: 5-7 years standard
-
Call protection: Typically non-callable for 3 years; provisional call after that (stock must trade >130% of conversion price for 20 of 30 consecutive days)
-
Put right: Investor can put at par on a fundamental change
Phase 3: Convertible Valuation
Run python3 tools/convertible.py with issuer parameters:
-
Bond floor = PV of coupon stream + principal at credit-appropriate discount rate
- This is the minimum value (pure debt value with zero equity optionality)
- Run
python3 tools/bond_yield.py for the appropriate credit spread
-
Equity option value = Black-Scholes with inputs:
- S = current stock price
- K = conversion price (stock price x (1 + conversion premium))
- sigma = implied volatility (use listed options if available)
- T = maturity
- r = risk-free rate
- q = dividend yield
-
Theoretical value = Bond floor + Equity option value
-
Delta at issuance: typically 0.30-0.60
-
Parity = Conversion ratio x Current stock price
-
Premium over parity = (Bond price - Parity) / Parity
Phase 4: Call Spread Overlay
To raise the effective conversion premium (reduce dilution):
- Buy a call at the conversion price (same strike as the embedded option)
- Sell a call at a higher strike (e.g., 100% premium over current stock price)
- Effective conversion premium raised from ~30% to ~100%
- Net cost = Call spread premium (typically 5-10% of par)
- Total issuer cost = Convert coupon + Amortized call spread cost
- Breakeven vs. straight equity = Price at which the convert + call spread is cheaper than equity issuance
Decision Gate 7 — Convertible Structure:
- Call spread raises effective premium above 80% and total cost < straight debt: Include call spread — substantial dilution protection
- Call spread cost makes total financing cost > straight debt: Skip call spread — defeats the purpose of the convert
- Stock volatility < 25%: Convertible may not price well — low vol makes the embedded option cheap, investors demand higher coupon
Phase 5: Investor Base Analysis
Convertible arbitrage funds (60-70% of typical allocation):
- Buy the convert, short delta shares of stock
- Earn: coupon carry + positive gamma (convexity)
- These investors are volatility buyers and credit-agnostic
- Their hedging creates selling pressure on the stock at issuance (delta hedging)
Outright/long-only investors (30-40%):
- Buy for hybrid exposure: yield + equity upside
- Do not hedge; provide better aftermarket support
- Prefer higher coupons and lower conversion premiums
Stock price impact at issuance:
- Expect 3-7% stock decline at announcement (arb shorting + dilution signal)
- Impact is worse for: small-cap, illiquid stocks, high short interest
- Mitigate by: launching after close, pricing overnight, limiting deal size to <20% of market cap
Tool Integration
| When the analysis needs... | Run this | Example |
|---|
| Intrinsic value for range-setting | python3 tools/dcf.py --fcf 80,95,110,125,140 --wacc 0.10 --terminal-growth 0.025 --shares 200 | EV, equity value, price/share with sensitivity table |
| Cost of capital for discount rate | python3 tools/wacc.py --equity 5000 --debt 1000 --tax 0.25 --rf 0.04 --beta 1.3 --erp 0.055 --cost-of-debt 0.05 | WACC for DCF and bond floor |
| Convertible bond pricing | python3 tools/convertible.py --stock-price 50 --conversion-premium 0.30 --coupon 0.02 --maturity 5 --vol 0.35 --rf 0.04 --credit-spread 0.03 | Bond floor, option value, theoretical price, delta |
| Straight debt yield for coupon benchmarking | python3 tools/bond_yield.py --face 1000 --coupon 0.06 --maturity 5 --price 980 | YTM, current yield, spread to benchmark |
Output Specifications
Primary Deliverable: ECM Analysis Package
For each mode, output:
### [Analysis Title]
**Recommendation:** [One sentence — the bottom line]
**Key Metrics:**
- [Metric 1: value and interpretation]
- [Metric 2: value and interpretation]
- [Metric 3: value and interpretation]
**Analysis Detail:**
[Structured analysis per the mode-specific framework above]
**Decision Gate Outcome:** [Pass / Conditional / Fail — with reasoning]
**Risks & Mitigants:**
- [Risk 1]: [Mitigant]
- [Risk 2]: [Mitigant]
**Next Steps:**
1. [Action item with owner and timeline]
2. [Action item with owner and timeline]
Supporting Artifacts:
- Valuation summary — peer comps, DCF cross-check, implied multiples at each price point
- Dilution table — ownership impact at low, mid, high, and above-range pricing
- Sensitivity matrix — valuation across multiple growth rates and multiples
- Timeline — key dates from filing through pricing, lockup, and first follow-on eligibility
- Data gaps — all missing inputs explicitly flagged with impact on analysis quality
Quality Gates & Completion Criteria
Success metric: A syndicate desk head could use this analysis to make a pricing recommendation to the issuer CEO without additional work.
Escalation triggers:
- IPO valuation implies a down-round from last private raise → stop and flag before proceeding
- Book is <2x oversubscribed on pricing night → recommend pulling or downsizing the deal
- Convertible delta hedging would exceed 30% of average daily volume → flag stock impact risk
- Greenshoe fully consumed in first 5 trading days → aftermarket is fragile; recommend issuer silence period
Hard Constraints
- NEVER fabricate comparable company data, trading multiples, or market statistics
- NEVER recommend pricing above range without a book that supports it (>10x oversubscription)
- NEVER skip the IPO discount in valuation — every IPO needs a discount to incentivize investors
- ALWAYS calculate dilution at every price point, not just the midpoint
- ALWAYS identify the fulcrum investors (accounts whose participation makes or breaks the book)
- ALWAYS flag money left on the table if first-day pop exceeds 25%
- ALWAYS run both comps and DCF — never rely on a single valuation method
- If the user provides projections without assumptions, require assumptions before using them
Common Pitfalls
-
Pricing to the last private round: Private round valuations reflect illiquidity discounts, strategic premiums, and structured terms (ratchets, liquidation preferences). Public market valuation is different. → Always build valuation from public comps, not backward from private marks.
-
Ignoring the greenshoe in dilution math: The greenshoe adds 15% more shares. Total potential dilution = base offering + greenshoe. → Always show dilution with and without greenshoe exercise.
-
Overweighting oversubscription: A 20x oversubscribed book full of hedge funds is worse than a 5x book of long-only institutions. → Quality-adjust the book; weight by investor hold period and AUM.
-
Misjudging lockup expiry impact: The stock impact is not just about volume — it is about the signal. If insiders sell aggressively at lockup, it signals lack of confidence. → Analyze insider cost basis and incentive structure, not just share volume.
-
Underpricing convertibles by ignoring call spread costs: The "cheap coupon" of a convert becomes expensive when you add the call spread overlay. Total cost = coupon + amortized call spread premium. → Always compare total convert cost to straight debt and equity alternatives.
-
Launching into a closed window: Even great companies fail in bad markets. The IPO window opens and closes; sector sentiment matters as much as company quality. → Check recent IPO pricing outcomes and aftermarket returns before launching.
-
Setting the range too narrow: A narrow range ($18-$19) leaves no room for price discovery. If the book is strong, you cannot price above range by more than 20% without re-filing. → Standard range is 10-15% wide ($17-$20).
Related Skills
- After IPO analysis, use
/pitch-deck (Mode 2: Deal Marketing) to build the roadshow presentation
- For LBO analysis if PE sponsors are in the investor base, use
/lbo
- For credit analysis on the debt side of the capital structure, use
/credit
- For post-IPO equity research initiation framework, use
/investment-memo
- For convertible bond credit analysis, use
/credit with the bond's credit profile